GRAVITA GROUP S WHISTLE BLOWER POLICY

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1 GRAVITA GROUP S WHISTLE BLOWER POLICY 1. PURPOSE BUSINESS POLICIES As a Company of repute and global standing, Gravita Group is committed to conduct its business by adopting the highest standards of professional integrity and ethical behavior. The organization has a detailed Code of Conduct that directs the Employees to uphold the Company values and urges them to conduct business worldwide with integrity and highest ethical standards. The Company intends to prevent the occurrence of any practice not in compliance with this Code through the Whistle Blower Policy. This mechanism aims to provide a secure environment to Employees and its Patrons for responsible reporting of the Code violation by Employees. 2. SCOPE 2.1 The Policy is a channel to reinforce a robust implementation of the Company's Code. Through this Policy, the Company seeks to provide a procedure for all the Employees of Gravita Group and its subsidiaries as well as its Patrons to disclose any unethical and improper practice taking place in the Company for appropriate action and reporting. 2.2 The Company provides necessary safeguards to all Whistle Blowers for making Protected Disclosures in good faith, in all the areas mentioned in the Code such as Business with Integrity, Responsible Corporate Citizenship, Illegal and Unfair Labor Practices, Trade Practices and Other Laws. 3. DEFINITIONS Code: means the Gravita Group's Code of Conduct. Disciplinary Action: means any action that can be taken on the completion of/during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter. Employee: means every resource on the permanent or temporary rolls or Management / Graduate Engineering trainees of the Company including its subsidiaries (whether working in India or Abroad). Investigation Subject: means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation. It could be a group of individuals as well. 2 P age

2 Investigators: means those persons appointed by the Audit Committee, required for assistance in the investigation of the Protected Disclosure and who submit their findings to the Audit Committee. Patrons: could be clients, contract manufacturers, packager's, analytical laboratories, vendors, suppliers, auditors, regulatory agencies or customers of the Company. Policy: means the Whistle Blower Policy. Protected Disclosure: is any communication, made in good faith by the Employee or the Patrons that discloses or demonstrates information that may indicate evidence towards unethical or improper activity and violation of the Code. Protected Disclosure Form: is a form by which a submission is made to the Company regarding this Policy and forms part of this policy. The same is also available at the Company's official website and Subject: means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation. Vigilance Officer: is a person, nominated/appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof. In the absence of appointed vigilance officer as under for any reason for a period beyond 30 days, such person shall act as Vigilance Officer as the Audit Committee may decide. Whistle Blower: means a person making a Protected Disclosure under this Policy. Whistle Blowers could be Company's Employees or Patrons. 4. GUIDELINES 4.1 Whistle Blower The Whistle Blower must provide all factual corroborating evidence, as is available and to the extent possible, to enable commencement of an investigation at the earliest, preferably within 30 days of the irregularity or breach of the code noticed by him/her. This is to be provided in a standard format namely, the Protected Disclosure Form. The information provided should be on the basis of a direct first-hand experience of the Whistle Blower The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as Protected disclosure under the Whistle Blower policy or sent through with the subject Protected disclosure under the Whistle Blower policy. If the complaint is not super scribed 3 P age

3 and closed as mentioned above, the protected disclosure will be dealt with as if a normal disclosure. All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in exceptional cases It should not be based on any secondary, unreliable source such as grapevine or any other form of informal communication Whistle Blowers are not to act on their own in conducting any: o o o o o Investigation Data Irregularity Untrue Statements Methods, facilities, controls etc used to manufacture Lead & Lead products Inadequate stability or QA/QC systems If the Whistle Blower chooses to disclose his or her identity to the Vigilance officer, the authenticity of the Whistle Blower's identity will be established by the Vigilance officer before considering the case for the purpose of investigation. This shall be done through the contact details provided by the Whistle Blower in the Protected Disclosure Form, while maintaining the confidentiality The Protected Disclosure made by the Whistle Blower must be genuine with adequate supporting data/proof. If it is established that the allegation was made with mala-fide intentions or was frivolous in nature, or was not genuine, the Whistle Blower shall be subject to Disciplinary Action The Whistle Blower may also choose to be anonymous. However, it may sometimes be difficult or even impossible to thoroughly investigate the disclosures that are made anonymously. The Whistle Blower is, therefore, strongly encouraged to share his/her identity when making the disclosure. 4 P age In case of anonymous disclosure, Vigilance officer shall, at his/her end, examine the possible intentions and genuineness of the disclosure in advance before going ahead with the investigation. In case Vigilance officer suspects that the allegation has been made with malafide intention or is frivolous in nature, or is not genuine, he/she can decide to drop the case. 4.2 Confidentiality All concerns and issues raised under this Policy shall be treated in a confidential manner except to the extent necessary to conduct a complete, fair and effective investigation. Similarly, the identities of the Whistle Blower and the Investigation Subject shall be treated

4 with confidentiality at all times and shall only be disclosed to the investigating team for facilitation of proper investigation, if required. 4.3 Protection to Whistle Blower No unfair treatment shall be exhibited towards the Whistle Blower by virtue of his/her having reported a protected disclosure under this policy and the Company shall ensure that full protection has been granted to him/her under the circumstances that Whistle Blower provides complete identity, against: (a) Unfair employment practices like retaliation, threat or intimidation of termination / suspension of services / contracts etc (b) Direct or indirect abuse of authority to obstruct the Whistle Blower's right to continue performance of his/her duties/functions during routine daily operations, including making further Protected Disclosures under this Policy The Whistle Blower may also report any violation of the above clause to the Audit Committee directly, which may direct an investigation into the same and decide suitable Disciplinary Action against the concerned. 4.4 Investigation Subject All Investigation Subjects shall be duly informed about the Protected Disclosures made against them at the commencement of the formal investigation process and shall have regular opportunities for providing explanation during the course of the investigation process No Investigation Subject shall directly/indirectly interfere with the investigation process, till the completion of the investigation The Investigation Subject shall not destroy or tamper with any evidence, and shall have a duty to co-operate with the Vigilance officer and Investigators involved in the inquiry till the investigation process is completed During the course of the investigation, all Investigation Subjects shall have a right to consult any person(s) of their choice, other than the Investigators and/or the Vigilance officer and engage any legal counsel at their own cost to represent them in the investigation proceedings All Investigation Subjects shall have a right to be informed about the results of the investigation process in writing by the Vigilance officer after the completion of the inquiry. They will be given an opportunity to respond to the inquiry results, as 5 P age

5 contained in the investigation report Where the results of the investigation highlight that the allegations made against the Investigation Subject are eventually dismissed as untenable, then the Company shall reimburse all such reasonable costs as shall have been incurred by the Investigation Subject to defend him/her, during the process of investigation In such cases, the Investigation Subject should also be consulted whether a public disclosure of the investigation result would be in their best interest. The Audit Committee shall have the final discretion on whether such disclosure is necessary and if yes, then on the scope and medium of such disclosure. 4.5 Vigilance officer s Responsibilities The Vigilance officer is duly authorized by the Board of Directors to receive/oversee any Protected Disclosures reported under this Policy. He/She is responsible for ensuring appropriate action The Vigilance officer in consultation with the Chairman of the Audit Committee may consider involving any Investigators for the purpose of conducting the investigation. However, the investigations shall be launched only after the review of Protected Disclosure by the Vigilance officer, which establishes that: (a) The Protected Disclosure made constitutes an unethical practice, as defined under this Policy; (b) The Protected Disclosure made is supported by adequate information to support an Investigation; (c) In case of anonymous disclosure, Vigilance officer shall, at his end, examine the possible intentions and genuineness of the disclosure in advance before going ahead with the investigation. In case Vigilance officer suspects that the allegation has been made with mala-fide intentions or is frivolous in nature, or is not genuine, he/she can decide to drop the case In order to protect the identity of the complainant, the Vigilance Officer will not issue any acknowledgement to the complainants and they are advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance Officer The Vigilance officer shall detach the first page of the Protected Disclosure Form (bearing the details of the Whistle Blower), before forwarding the relevant Protected Disclosure to the Audit Committee, to ensure that the confidentiality of the Whistle Blower is maintained during the investigation process. 6 P age

6 4.5 Investigators The Investigator(s) shall conduct the inquiry in a fair and unbiased manner The Investigator(s) shall ensure complete fact-finding The Investigator(s) shall maintain strict confidentiality at all times The Investigator(s) shall derive the outcome of the inquiry and recommend appropriate course of action. 5. PROCEDURES 5.1 Raising a Concern What to Report (a) Violation of the Company's Code, such as Business Integrity, Sexual Harassment, Prevention of Fraud, Rights to Intellectual Property and Data Protection (b) It is advised that matters related to interpersonal issues, service conditions, organizational policies etc., should be reported through the existing organizational channels addressing such concerns. The Policy should only be used for grave and serious violations of the Company's Code (c) Any issues related to discrimination of Employee on the grounds of race, religion, nationality, ethnic origin, color, gender, age, citizenship, sexual orientation, veteran status, marital status or any disability not effecting the functional requirements of the position held (d) Any unethical means to promote the interest of the business by the Employee selling goods, services or while interacting with suppliers, customers and/or government agencies or Patrons (e) Any Employee accepting money, loans or any such benefit or privilege from the customers or Patrons e.g. retailers, bankers, stockiest, distributors, whole sale agents and freight forwarders How to Report (a) The Vigilance officer is : Name: Mr. Nitin Gupta (b) Concerns can be ed or posted to the Vigilance officer in the Protected Disclosure Format, as per the below mentioned details: 7 P age

7 Postal Address: Vigilance officer- Gravita India Whistle Blower Policy A-27 B, Gravita Tower, Shanti Path, Tilak Nagar, Jaipur (c) In exceptional cases concerns can be ed or posted to the Chairman of Audit Committee in the Protected Disclosure Format, as per the below mentioned details: Postal Address: Mr. Dinesh Kumar Govil- Chairman of Audit Committee A-27 B, Gravita Tower, Shanti Path, Tilak Nagar, Jaipur (d) Whistle Blower must provide the background, history and reason for the concern, together with names, dates, places and as much information possible. For the purpose of proper & fair investigation, all necessary details shall be captured by the Whistle Blower in a standard format namely, the Protected Disclosure Form. In case of anonymous disclosure, Whistle Blower can choose to leave the personal details on first page of Protected Disclosure Form blank (e) Whistle Blowers are encouraged to express their concern at the earliest possible preferably within 30 calendar days of the irregularity or breach of the code noticed by him/her, so that timely action can be taken. 5.2 Investigation The type of investigation will depend upon the nature of the concern. The matters raised may be: (a) Investigated internally (b) Referred to an external Investigator- only if so decided by the Audit Committee The investigation is to be treated as a neutral fact-finding process The outcome of the investigation may or may not support the conclusion of the Whistle Blower that an improper or unethical act was committed The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure and any delay beyond 45 day will be justified in the investigation report. 5.3 Documentation & Reporting The Vigilance officer will make a detailed written record of the Protected Disclosure. The record will include: 8 P age

8 5.3.1 (a) Facts of the matter (b) Whether the same Protected Disclosure has been raised previously, and if so, the outcome thereof (c) Whether the same Protected Disclosure has been raised previously against the same Investigation Subject (d) The financial/other loss, which has been incurred/would have been incurred, by the Company (e) Findings of The Vigilance officer (f) Impact analysis (if applicable) (g) The recommendations of the Vigilance officer on disciplinary/other action(s) (h) The timeline for final decision of investigation (maximum 45 days). 5.4 Decision If an investigation leads the Vigilance officer to conclude that an improper or unethical act has been committed, he/she shall report the same to the Audit Committee, which shall decide such disciplinary/corrective actions as the Committee may deem fit Any disciplinary/corrective action initiated against the Investigation Subject as a result of the findings of an investigation shall adhere to the applicable personnel conduct and disciplinary procedures. 5.5 Reporting & Retention of Documents The Audit Committee shall submit a report to the Board of the Company on a regular basis about all Protected Disclosures referred to them together with the results of the investigation, if any The related documents need to be preserved for minimum of five years from the date of final reporting. 9 P age

9 6. PREVENTION OF MISUSE OF THE POLICY Whistle Blowers who make any Protected Disclosures, which have been subsequently found to be mala-fide or malicious, will be disqualified from reporting further Protected Disclosures under this Policy. He/she will also be subject to Disciplinary Action. 7. AMENDMENTS The Company reserves the right to amend the Policy at any point in time. Any amendment to the Policy shall take effect from the date when it is approved by the Board of Directors of the Company and hosted on the company website. ******************************** 10 P age

10 To, The Vigilance officer Gravita India Limited A-27B, Gravita Tower, Shanti Path, Tilak Nagar, Jaipur Protected Disclosure Form Date: Name of the Whistle Blower Designation Department/Division id: Communication Address Contact No. Subject matter which is reported (Name of the person/ event focused at) Brief about the concern (Please attach additional sheets, if required) Evidence (enclose, if any) Other Information (if any) Signature Note: The form shall be submitted within 30 days of the Occurrence of the concern/ event/ Grievances. 11 P age